Happy Tree Prototype
by Immaculate Devil
Summary: HTF/Prototype crossover. Flaky is saved by a mysterious wolf with strange powers. The wolf begins to fall for her, but because of what he is, doesnt want to get involved with her. Flaky hopes to help him see past that or he may end up alone forever...
1. Chapter 1

**Disclaimer: I dont own HTF, Prototype, or any of their characters.**

**Note: This chapter is gonna be my own version of the HTF episode "Remains to be Seen" but I'll try to keep some of it cannon.**

**Saved by a Monster**

It was Halloween night in Happy Tree Town. Everyone was out trick-or-treating. Everyone of course except Flaky since she found Halloween rather frightening. But being a multi-phoebic personality, thats no surprise. Flippy, the war vet with PTWS (Post Trauma War Syndrom) was also not trick or treating. Instead he was busy driving a truck loaded with barrles of toxic waste to be disposed of while whistling a little tune. When he saw his friends in various costumes about to cross the road, he stopped the truck to let them pass.

As he patiently waited, the exaust part of his truck shot off like a gun which surprised Flippy and he took cover. And thats when his "evil" self took over and drove the truck at max speed at the other tree friends, running over them, then crashing into a tree while the toxic waste was spilled all over the ground and on the mangled corpses of the tree friends, Flippy included.

(Sevral minutes later)

Flaky made her way to the cemetary. After she had heard of the accident with her friends, she decided to pay her respects to them. Even though everyone in town would come back to life in a day or 2, it was still devestating to see your friends die in such horrible ways. She arrived to see Lumpy struggling with Nutty's corpse. A limb was sticking out of the grave, and every time Lumpy shoved one in, another would pop out. After shoving a 4th limb back in, the head popped out which scared Lumpy and Flaky. What REALLY freaked them out though was that Nutty, even though mangled, was alive. Before either Flaky or Lumpy could comprehend what was going on, more corpses started rising from their graves and thats when it dawned on them. They were comming back as the living dead!

Lumpy and Flaky made a run for it. Well, Flaky did. Lumpy tripped on a rock before he could even begin running. The zombies were already upon him and he scremed in a high-pitch as he was being eaten alive. Flaky began to panic even more as she heard Lumpy's screams. In her panic, she was not watching where she was running and ran into a dead end. She looked back and saw her zombified friend Petunia stalking towards her. Flaky fell backwards as she looked in terror when Petunia was almost upon her. She looked away, closed her eyes whimpering, hoping her death would be quick. Instead, she heard the sound of something landing infront of her then hearing what sounded like flesh being torn to shreds by blades. She heard several groans, then a thud.

Flaky was afraid to look, but she looked back to see what had happened. There, standing in front of her was what looked like a wolf with grey fur and a pitch black tail. He was dressed in a white shirt and a black jacket with a strange red insignia on the back, over a light brown hoodie, light colored blue jeans, and black shoes. There was also some kind of assault rifle straped to his back. What really cought her eye though, was his arms. They were formed of some sort of black mass with red streaking in some places. His hands were deadly looking claws which were currently blood-stained and saw Petunia was cut into pieces. Flaky became incresingly afraid of this person as she watched his arms become covered in red and black mass for a moment and saw they had morphed back into a normal pair of arms and hands.

Finally, the stranger turned to face Flaky. She looked up at his hooded face as his icy blue eyes pierced into hers. Although scarred out of her mind, she managed to slowly stand up, not taking her eyes of the mysterious wolf. Before Flaky could say anything, the wolf suddenly yelled "Duck!" not a moment too soon, Flaky did so as the wolf shot his arm out as a whip-like mass shot out towards the zombie, Mime, and right through his head. He retracted his arm as it morphed back to normal when Mime fell to the ground. Flaky looked behind her, surprised. She turned back to the wolf who had walked towards her hand held his hand out as he spoke "cmon. I'm getting you outta here. It's not safe." Flaky was hesitant. Though he saved her twice now, she still wasint sure if she could trust this wolf with these stanges powers. He spoke again with a little more force "You wanna live? Then come with me, stay close, and just trust me, okay?" he said with his hand still extended.

Realizing that he might be her only hope of getting out alive, she slowly took his hand and he gently helped her to her feet. He took the rifle from his back, turned around and said "stay behind me, okay? And watch my back." Flaky nodded meekly as she wrapped her arms around his left arm. The wolf winced slightly at the contact, but decided to let it go unnoticed and lead the frightened porcupine towards an exit while shooting any zombie that came too close. As they were walking the wolf spoke again "Oh yeah. Name's Alex. Alex Mercer." Flaky hesitated, then replied "Umm...F-Flaky. My n-name's Flaky. and...t-thank you for h-helping me, Mr. Mercer." She said in her usualy nervouse tone. "Screw the formalities. Just call me Alex and I'll call you Flaky. Cool?" Alex asked as he wasted another zombie.

Before she could reply, they heard sadistic laughter on their right and saw Flippy dashing towards them. Flaky screamed and Alex opened fire on him, but Flippy dodged his shots. "Shit! This guy's quick!" he shouted as he contiued to try to hit the elusive zombie. Flippy jumped into the air and launced himself at Alex. Alex fired another burst of gunfire and this time the bullets hit, but they did little to stop Flippy. At the very last second, Alex pushed Flaky out of the way as Flippy pounced on him. As they struggled, Alex relized this guy was lot different than the others. After a few moments Alex closed his eyes, then opened them again and gave Flippy such an evil smirk, it would've rivaled his own. Flippy became confused at that until he saw Alex's right arm became covered in mass and it morphed into a giand sword like weapon. He looked at Alex,whos smirk hasnt left his face, in surprise. Before he could react, Alex sliced Flippy's arms off, leapt to his feet, jumped in the air and brought his blade arm down on the bear, cleaving him right in two.

Flaky watched as it all took place. Although she was still afraid of Alex, she began to somewhat become fasinated by him and his abilities. Before she could think any further, she saw 2 zombies heading right for her and screamed. Upon hearing the scream, Alex quickly grabed his dropped rifle and shot down the zombies with deadly accuracy. He then rushed to Flaky's side "You okay?" He asked. Flaky nodded slowly as Alex helped her back up. They looked behind them and saw more zombies headded their way. "Man, these assholes just aint getting the point." Alex said humorusly. He aimed his rifle and pilled the trigger, but there was only a clicking sound. He squeesed the trigger a few more times, still only clicking "Ahh dammit. Empty." Alex grumbled as he threw the rifle at the nearest zombie.

The zombies were closing in on them "Oh well. Guess my fun is over for today." Alex said as he picked up Flaky bridle style "Hang on tight! It might get a little bumpy!" he said as he took off like a bullet, running at super human speed and jumping over tall obsticals. Flaky gasped as she held on tight and buried her face in Alex's shoulder as they moved at high speeds out of the cemetary. After getting quite a long distance from the cemetary, Alex skidded to a top in the middle of the road. He saw Flaky still had her face in his shoulder and said "you can look now." Flaky slowly looked around and saw they were far away from the cemetary and zombies. Alex slowly put her down on her feet. Flaky almost immediately put a little distance between herself and Alex.

She looked at his face. She wasint sure, but she thought Alex looked a little hurt when she backed away from him. "Scared of me, huh?" Alex asked in a somewhat sad tone. He looked away from Flaky as he put his hands in his jacket pockets "I don't blame you. Afterall, people usually have a bad habit of dying around me." he sighed. Flaky regreted belittleing him like this and qucikly tried to apologize "oh n-no please I'm sorry. I-it just...w-well I'v never seen anything like y-you before." "I'm a monster. A living nightmare. What else is ther to say? Anyone I try to help, they just run from me cause...of what I am." he said quietly.

Flaky decided to try another apporach "If you really are a m-monster...then why d-did you h-help me?" Alex looked back at her as she continued "A m-monster wouldn't have s-saved someone like me. You could've j-just left me for d-dead or k-killed me yourself. But you chose to save me. You made sure I was safe and protected. If anything thing, you're m-my saviour, and I'll always be greatful f-for what you did for me." She said as she wrapped her arms around Alex's arm. Alex's spirits brighted a little at that and gave Flaky a small smile. She smiled back. The two were silent for a few moments before Alex spoke "So uhh...I'll give you a lift back to your place. U-unless of course you'd rather walk." Flaky seemed to think for a few seconds before responding "Actually, I'd love a ride b-back." Alex smiled as he picked up Flaky again "Then hang on tight." he said softly. After pointing to the direction of her house and making sure she had a firm grip, they sped towards town to Flaky's house.


	2. Chapter 2

**Remembrance of things Past**

Alex Mercer and Flaky arrived at what she described as her house minutes later and skidded to a stop. Alex let Flaky stand on her own as he looked over her house. It was just your regular average home build for one. A rather modest home Alex thought. "So this is your pad, huh?" he asked while staring at her home. Flaky smiled shyly. "I know its not m-much, but Its more t-than enough f-for me." Alex only shrugged then turned to the porcupine. "You gonna be alright?" Flaky nodded slowly. "Y-yes. T-thank you for bringing me h-home." Alex gave her a small smile when lightning suddly flashed in the sky floowed by the loud boom of thunder which caused Flaky to jump and yelp.

Alex looked up at the darkenned sky and swore softly as it started to dirzzle. "Summer rains, you can never predict them." he remarked sarcasticly before turning to leave. "I better head off. See ya around, spiky." He diddn't make it past 2 steps before Flaky called out to him. "W-Wait!" Alex stopped and looked at her over his shoulder. "You n-not thinking of moving around in t-this weather? It looks l-like a pretty nasty storm is c-comming." Alex only shrugged. "Would't be the first time I'v walked in a storm. It doesn't bother me much, but I'd still prefer to find shelter when I can. I'll be fine." Flaky shook her head before approaching the wolf. "Why not stay here for the n-night? O-or at least until t-the storm clears." Alex was about to protest but another flash of lightning caused him to think it over. True he could survive in any storm thanks to the virus in him. Still he really diddnt feel like getting drenched and needed to find shelter. And since Flaky offered it to him in her home, he decided it probably wouldn't hurt to stay. At least until the storm died out.

With a small sigh, Alex responded to her offer by nodding his head. Flaky seemed pleased as she smiled widely. Suddenly another boom of thunder sounded, louder than the last one, cause Flaky to yelp and she instantly clung to Alex, shaking like a leaf. Alex was glad she diddnt look up to see the blush on his face at the contact. "Maby we should head inside." he suggested to the firghtend porcupine. She released Alex and nodded shyly, quite embarrassed.

_(Inside Flaky's Home)_

"P-please make yourself at home. I'll go make some warm tea" Alex just nodded as Flaky went into the kitchen. Alex sat down on the sofa, pulled his hood down, and ran his hand over his black shoulder-length hair. He was a little nervouse about drinking or eating anything because he was unsure of how the virus would handle it. The only "substance" he'd been having were consuming people and such into his being, their memories, skills, and knowledge becoming part of him. That bitter fact caused him to bury his face in his hands. He could still hear the agonizing screams of his victims as he shredded them to pieces, crushed them, tore them in half, and/or absorbed them. All the pain, death, and destruction he had caused.

Sure there were a lot of assholes who deserved what they got. Particularly the Blackwatch bastards that hunted him back at NYC. But there were also a lot of innocents. He diddnt kill them cuz he wanted to, but because, while several of them had valuable information regarding Blackwatch, the Blacklight virus, Elizibeth Greene, and even himself, it was a necceccity. A necceccity to survive in a city that hunted him like a dog. He had left NYC sometime ago to get away from all that, having regretfully leaving his sister, Dana. While he left to escape Blackwatch and avoid causing more death in the city, his sister was the main reason he left. She was the only one in the whole city that diddn't despise him for what he had become and still loved him. And while he loved her dearly, he could no longer afford to be around her. If Blackwatch ever found out that she had been collaberating with him, they may use her against him, if not outright kill her. He hated leaving her in that infected city, but Dana was always strong willed and resourceful and could look after herself. He sat up on the sofa and sighed softly. He looked out the window and noticed the heavy downpour had started outside. Hopefully around here, he could start a new life.

_(Kitchen)_

While Alex was reminicing, Flaky had been preparing some nice, warm tea. All the while, she was thinking about Alex. She was wondering what he was and how it happened to him. She had to admit, she was still rather cautious about him depite him saveing her at the cemetary. She had seen that look on Alex's face while he fought with Flippy. He looked like he was enjoying the bloodbath he was causing at the cemetary. But she also remembered seeing that sad look in his eyes when she backed away from him. She had to wonder just what kind of pain he had gone through. Having no answers, Flaky only shook her head. Alex Mercer was certainly a mystery. "_Still, he seems nice enough._" she thought to herself. She notice the tea was ready and poured a couple of cups before returning to the living room.

_(Living Room)_

She saw Alex sitting on her sofa looking out the window, lost in his thoughts. He turned to her and she noticed his hood was down. She instantly blushed as she got a good look at his face.. For a monster, the guy was actually pretty handsome. She shook her head of those thoughts and sat beside the wolf and handed him one of the cups. "H-here you go." Alex took the cup from her and she quickly truned away, sipping her tea, thanking the fact her red fur hid her blush well. Alex looked in his cup; his mind going back to the virus. He diddn't want to frighten the poor porcupine anymore than she already was if something went wrong. After a moment's hesitation, he put the cup to his lips, sipped up the warm liquid, and swallowed. Surprisingly, the virus did no react in any way and he sighed in relief. The fact that he could still taste and feel satisfaction from the substance was a good sign. He hoped it would be the same experience when it came to food. It'd give him a feeling of normalcy, however small it was.

"This is good stuff. Thanks." he said sincerely. Flaky looked at Alex and smiled sweetly. "Glad you like it." The two sat in companionable silence for the next few minutes and finished their drinks. Then Alex spoke again. "So...what was up back there at the graveyard? How'd they come back as a bunch of braineaters?" Flaky shrugged. "No idea. But t-they were covered in some kind of g-green stuff. Maby t-that had something to do with it." She shuddered at the memory of almost being eaten alive by her friends. Alex was quiet for a moment before continueing. "Were any of em...friends of yours?" Flaky nodded sadly. "Y-Yes. Most of them were." Alex shook his head. "Jeez...I'm sorry." Flaky smile a little. "It's o-okay. They'll come back to life in a d-day or so." Alex nodded his head. "Good...wait, what?" Unless the Blacklight virus was screwing with his hearing, he could've sworn he just heard her say her friends would be back to life in a couple a days.

Flaky tilted her head slightly. "You don't know?" Alex shook his head in exasperation. "Know? Know what?" Flaky couldn't help but giggle at the wolf's dumbfounded face. "Well, first off, do you know what town you're in?" Alex shook his head again. "Well, you're in Happy Tree Town." Alex raised an eyebrow. "_The hell kind of name for a town is that?_" He thought to himself. "So whats so special about it?" Flaky smiled. "Well, we're not sure, but there is something about this place that keeps causing us to come back to life. As long as we stay within it's borders." she explained. Alex gave her a look that said he diddn't believe her. "You're jerking my chain." he said plainly. Flaky shook her head. "No, honest. We keep comming back regardless of the severity of our death. Just wait till tommorrow or the day after. You'll see. Promise." Alex still looked unsure, but shrugged his shoulders. "If you say so." He leaned back on the sofa.

Flaky then sighed. "Of course, it's not as glamorus as you might think, being continuously brought back to life." Alex looked at Flaky curiously. "Yea? Whats wrong with it?" Flaky took a breath before continueing. "Well...the downside is we die pretty often here. Usually in pretty horrible ways. Even I'v died on several occasions, though I can't count how many." Alex winced slightly. "Wow. That must suck. Sounds like something that could drive you crazy." Flaky chuckled at his statement. "Oh it's not so bad. You get use to it." Alex looked out the window and saw it was still pouring heavily and sighed. "Doesn't look like it's gonna let up anytime soon...maby I should just stay here for the night." Then yet another clap of thunder sounded and shook the house slightly and once again Flaky yelped and clung to Alex. This time Alex diddnt blush or wince at the contact. Instead he smiled and put his arm around her. "Hey, cmon now. It's only a little thunder." he patted her shoulder as the porcupine continued to shake like a leaf. Flaky looked up at Alex, blushed, and sat up. "S-sorry. I frighten r-rather easily I'm ashamed to say."

Flaky seemed saddened at her own statement and looked down at her hands on her lap. "I'm a bit of a klutz too. In fact, s-sometimes I'm the reason some of my friends g-get killed. Wheather cuz of my cowardace or I screw something up tends to get them killed." she sniffled and wipped away a tear forming in her eye. "Sometimes I wish I wasnt such a coward..." Alex stared at her, unsure of what to say. She seemed to blame herself rather heavily for accidently getting her friends killed. She thinks of herself as some unecceccary burden to everyone. The more Alex thought about it, the more he felt he should say something. Before he could comfort her, she yawned suddenly. "Well, I suppose we should goe to sleep. It's already late." Flaky stood up and stretched. She turned to Alex. "I'm sorry I don't have a guest bed." she bowed her head apologeticly. "Nah it's fine. The couch will do. Thanks." Flaky nodded and yawned again. "Goodnight, Alex." She then went upstairs to her room.

Alex watched her leave. He couldn't help but worry for the poor girl. She was so gentle and caring, yet so timid and fragil. As though in one touch, she'd crumble to dust before his eyes. He felt a faint desire of wanting to stay here with her to protect her. To keep her safe from the world. He shook his head and put aside those thoughts for now. He could think of what to do in the morning. Of course he diddn't really NEED to sleep thanks to the virus. But it made him feel somewhat normal, so he took off his black shoes, laid down on the sofa and went into an unrestful sleep.


End file.
